Critical Metals Corp美股招股说明书(2025-02-27版)

CRITICAL METALS CORP. Primary Offering of7,750,000 Ordinary Shares issuable upon exercise of warrants Secondary Offering of100,312,567 Ordinary Shares Thisprospectus relates to the offer and sale by Critical Metals Corp.,BVI business companyincorporated in the British Virgin Islands, (“us,” “we,” “Critical Metals” or the “Company”), of 7,750,000ordinary shares, par value $0.001 per share (“Ordinary Shares”), issuable upon the exercise of 7,750,000 publicwarrants, which were originally issued by Sizzle as part of its initial public offering of units at a price of $10.20per unit, with each unit consisting on one share of Sizzle’s common stock, par value $0.0001 per share (the“Sizzle Common Stock”), and one-half of one Sizzle Warrant, which were assumed by Critical Metals at theClosing, with each public warrant exercisable for one Ordinary Share at an exercise price of $11.50 per (the“Public Warrants”). This prospectus also relates to the offer and sale from time to time, subject to any contractual lock-upswithsuch holder,by the selling securityholders named in this prospectus(collectively,the“SellingSecurityholders”) of up to 100,312,567 Ordinary Shares, which includes (i) 67,788,383 Ordinary Shares issuedto European Lithium Limited (“EUR” or “European Lithium”) in connection with the Business Combination inexchange for all of the outstanding equity interests of ELAT at an effective purchase price of $0.68 per share;(ii) 6,778,838 Ordinary Shares issuable to EUR in connection with the Business Combination as EarnoutShares, which is subject to certain terms and conditions relating to the price of the Ordinary Shares during thefive-year period following the consummation of the Business Combination, at an effective purchase price of11.06 per share; (iii) 3,343,750 Ordinary Shares issued to VO Sponsor, LLC (the “Sponsor”) in connectionwith the Business Combination in exchange for 3,343,750 shares of Sizzle Common Stock, which consisted of(x) 2,621,000 shares of Sizzle Common Stock issued to the Sponsor in the form of founder shares prior to theinitial public offering of Sizzle at an effective purchase price of $0.0046 per share and (y) 722,750 shares ofSizzle Common Stock that were purchased by the Sponsor simultaneously with the closing of the initial publicoffering of Sizzle at an effective purchase price of $10.00 per share; (iv) 51,600 Ordinary Shares issued to theSponsor in connection with the Business Combination in satisfaction of $129,437 aggregate principal amountoutstanding under certain promissory notes held by Sponsor at an effective purchase price of $2.51 per share;(v) 1,247,250 Ordinary Shares issued to Cantor Fitzgerald & Co. (“Cantor” or “CF&CO), which includes (x)47,250 Ordinary Shares issued in exchange for 47,250 private shares of Sizzle purchased by Cantor in a privateplacement in connection with the Sizzle IPO at a price of $10.00 per share, and (y) 1,200,000 Ordinary Sharesissued as compensation to CF&CO, as the representative of the underwriters in the Sizzle IPO, for its deferredunderwriting fee at a deemed issue price of $6.79 per share; (vi) 3,028,356 Ordinary Shares issuable to EmperyAsset Mater, LTD (“EAM”) pursuant to the Subscription Agreements (as described elsewhere in thisprospectus),which consists of(w) 114,497 Ordinary Shares issued upon the Closing of the BusinessCombination as subscription shares under the Subscription Agreement for an effective subscription price of$5.29 per share, after giving effect the reimbursement payable to such subscriber for open-market purchases ofSizzle Common Stock, (x) 628,479 Ordinary Shares issued upon the Closing of the Business Combination for no additional consideration as consideration for such subscriber’s entity into the Subscription Agreement;(y) 571,345 Ordinary Shares issuable upon the exercise of warrants to purchase 571,345 Ordinary Shares (the“Empery Asset Warrant”) pursuant to the Subscription Agreement at an exercise price of $10.00 per OrdinaryShare and (z) 1,714,035 Ordinary Shares issued upon the Closing of the Business Combination, which are to bereleased to the holder at a rate of three Ordinary Shares for each Ordinary Share that Empery Asset purchasesupon exercise of the Empery Asset Warrants, for an effective price of $2.50 per Ordinary Share upon the Table of Contents exercise of the Empery Asset Warrants; (vii) 1,342,430 Ordinary Shares issuable to Empery Tax Efficient III,LP (“ETE III”) pursuant to the Subscription Agreements (as described elsewhere in this prospectus), whichconsists of (w) 50,756 Ordinary Shares issued upon the Closing of the Business Combination as subscriptionshares under the Subscription Agreement for an effective subscription price of $5.29 per share, after givingeffect the reimbursement payable to such subscriber for open-market purchases of Sizzle Common Stock,(x) 278,598 OrdinaryShares issued upon the Closing of the Business Combination for no additionalconsiderationas consideration for s